Unassociated Document


    SOCIALIST
      REPUBLIC OF VIETNAM

    Independence
      - Freedom - Happiness 

    ________________________________

    


    No:
      /HD-TLD  

    Dated:
      21
      Aug 2008

    


    


    


    LAND
      SUBLEASE

    


    


    
      	-  	
              Pursuant
                to Decree 11-CP dated 24 January 1995 of the Government making detailed
                provisions for the implementation of the Ordinance on Rights and
                Obligations of Foreign Individuals and Organizations Leasing Land
                in
                Vietnam

            


    

    


    
      	-  	
              Pursuant
                to Decree 85-CP dated 17 December 1996 of the Government making detailed
                provisions on the implementation of the Ordinance on Rights and
                Obligations of Domestic Organizations Being Allocated or Leasing
                Land from
                the State;

            


    

    


    
      	-  	
              Pursuant
                to Investment License No 698/GP-DC dated 21 October 1993 as amended
                on 9
                May 1997 of the Ministry of Planning and Investment granted to Massda
                Joint Venture Corporation;

            


    

     

    I-
       Party
      A: Massda Land Company Limited ("Sublessor"):

    

      
        	 	
                Representative
                  of company: 

              	
                Massda
                  Land Company Limited

              
	 	
                Full
                  name: 

              	
                Lee
                  Yai Sin (Mr.)

              
	 	
                Position:
                  

              	
                General
                  Director

              
	 	
                Full
                  name: 

              	
                Nguyen
                  Anh Tuan (Mr.)

              
	 	
                Position:
                  

              	
                Deputy
                  General Director

              
	 	
                Head
                  Office:

              	
                IZ
                  Danang, An Don, An Hai Bac Ward, Son Tra 

              
	 	 	
                District,
                  Danang City, 

              
	 	 	
                Socialist
                  Republic of Vietnam 

              
	 	
                Bank:
                  

              	 
	 	 	 
	 	 	 
	 	
                Bank
                  Account:

              	
                (USD)
                  

              
	
                 

              	 	
                (VND)
                  

              
	 	
                Tax
                  code:

              	 
	 	
                Telephone:
                  

              	
                Fax.:
                  

              
	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    II. Party
      B: DOT
      VN Company Ltd.,  (Sublessee")

    
      
        	 	 	 	 
	
                 

              	
                Representative
                  of Company: 

              	
                DOT
                  VN Co., Ltd.

              	 
	 	
                Full
                  Name::

              	
                Phuoc
                  Lee Johnson

              	 
	
                 

              	
                Position:
                  

              	
                General
                  Director

              	 
	 	
                Head
                  Office:

              	
                 

              	 
	 	 	 	 
	 	
                Bank
                  Account No:

              	
                (USD)
                  

              	 
	 	 	
                (VND)
                  

              	 
	 	
                Tax
                  Code:

              	 	 
	 	
                Telephone:
                  

              	Fax.:
                
	 	 	 	 


      

    

    
      	
              The
                two parties have agreed to enter into this land sublease ("Sublease")
                with
                the following terms and conditions:

            
	 
	
              Article
                1 - Land and Term

            
	 
	
              1.1

            	
              The
                Sublessor agrees to sublease to the Sublessee 8,176.00 m2
                of
                land in Danang Industrial Zone located at An Hai Bac ward, Son Tra
                district, Danang City, Socialist Republic of Vietnam ("Danang IZ")
                for the
                purpose of investing in, operating and utilizing an Internet Data
                Center
                (IDC); an Operations Center and office building for the customers
                of the
                IDC and its services and DOT VN’s hi-tech electronic and assembly plant
                (with associated service charges); the manufacturing and assembly
                plant
                shall produce electrical equipment, hi-tech electronics, internet
                and
                telecommunication equipment, environmental control equipment; training
                equipment, control and automation equipment, other assorted equipment,
                products and machines. 

            
	 	 
	
              1.2

            	
              The
                location of the site is determined by reference to the extract of
                the
                cadastral map for lots 47 ("Land") attached to this
                Sublease.

            
	 	 
	
              1.3

            	
              This
                Sublease commences on the date this Sublease is signed and subject
                to
                Articles 4 and 6, expires on 21 September 2043.
                ("Term")

            
	 
	
              Article
                2 - Rent

            
	 
	
              2.1

            	
              The
                amount of rent excluding VAT for the Term of this Sublease shall
                be
                calculated at the rate of USD 32 per square meter multiplied by the
                surface area of the Land being 8,176.00 m2.
                ("Rent") and subject to the final survey of the Area of the
                Land.

            
	 	 
	
              2.2

            	
              The
                Sublessee will pay the Sublessor such charges and levies (“Service Fee”)
                for the maintenance and the provision of such services and/or facilities
                as shall be imposed by any Relevant Authority and/or required of
                the
                Sublessor by any Relevant Authority to provide. Such charges and
                levies
                shall be in the amounts as imposed by any Relevant Authority or otherwise
                as imposed by the Sublessor. The current maintenance fee is
                US$0.20/m2/year
                (excluding VAT).

            
	 	 
	
              2.3

            	
              The
                Sublessee shall pay the Sublessor the Rent as follows: 

              §  50%
                in one month after signing date of Land Sublease Agreement

               

              §  30%
                on occupation of land OR six months from date of signing the Land
                Sublease
                Agreement;
                whichever is earlier.

               

              §  20%
                shall be paid 12 months from the date of signing the Land Sublease
                Agreement or upon commissioning of factory; whichever is
                earlier.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              2.4

            	
              Location
                of payment of Rent and Service Fee:

               

              VID
                Public Bank, Danang Branch

               

              Bank
                account No 

            
	 	 
	
              2.5

            	
              If
                the Sublessee fails or refuses to pay any monies on the dates identified
                in this Sublease, interest on such unpaid monies shall commence to
                run
                immediately from the date the payment becomes due and will be calculated
                from day to day at the prescribed rate of 10% per annum. The Sublessor's
                right to any interest under this Article is in addition to any other
                rights that the Sublessor has for breach of this Sublease by the
                Sublessee.

            
	 
	
              Article
                3 - Construction

            
	 
	
              3.1

            	
              Construction
                of works on the Land will be in accordance with the purpose stated
                in
                Article 1 of this Sublease and the Investment License.

            
	 	 
	
              3.2

            	
              The
                Sublessee will construct upon the Land, a building or buildings in
                accordance with the building plans and specification approved by
                the
                Relevant Authorities within 1 year from the date of issuance of the
                Investment License. During the Term of this Sublease and any renewal
                of
                this Sublease, the Sublessee will keep and maintain such building
                or
                buildings in good and tenantable repair and condition.

            
	 	 
	
              3.3

            	
              In
                the course of construction, the Sublessee will fully indemnify the
                Sublessor against any claim, demand or action made by any party,
                including
                the Relevant Authorities, for any one or more of damages, losses,
                costs,
                penalties or expenses ("Damages") in relation to any injury caused
                to any
                person or property on the Land or any adjoining lands or properties
                comprised within the Danang IZ.

            
	 	 
	
              3.4

            	
              Upon
                the earlier of delivery of vacant possession of the Land by the Sublessor
                to the Sublessee, the Sublessee will comply with all Vietnamese Laws
                having force and effect at the time or from time to time in relation
                to
                the Land and conducting business in the Socialist Republic of
                Vietnam.

            
	 	 
	
              Article
                4 - Variations

            
	 	 
	
              4.1

            	
              For
                the Term of this Sublease, if the landlease has not been fully paid,
                the
                Sublessee will not allow to:

            
	 	 
	 	
              4.1.1

            	
              Transfer,
                assign or sublease any of the rights under this Sublease or the right
                to
                use the Land; and

            
	 	 	 
	 	
              4.1.2

            	
              Part
                with physical possession of the Land.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	
              4.2

            	
              In
                cases where the Sublessee is divided or merged with another entity
                or
                where its assets or this Sublease is assigned to another organization
                or
                individual resulting in a new legal entity being created, that new
                entity
                must re-apply to sublease the Land.

            
	 
	
              Article
                5 - Delivery of Vacant Possession of the Land

            
	 
	
              5.1

            	
              Subject
                to the compliance of the Sublessee with all Articles in this Sublease,
                including but not limited to the payment of monies by the Sublessee
                under
                this Sublease, the Sublessor will deliver or cause to the delivered
                to the
                Sublessee vacant possession of the Land on the date this Sublease
                is
                signed.

            
	 	 
	
              5.2

            	
              At
                the time of delivery of vacant possession of the Land, there shall
                be
                available such basic infrastructure facilities as are now or hereafter
                provided and make available up to the boundaries of Danang IZ by
                the
                Relevant Authorities.

            
	 	 
	
              5.3

            	
              The
                Sublessee acknowledges and confirms that prior to or at the time
                of
                singing this Sublease, it has inspected the Land and is aware of
                and
                satisfied with the state, nature and condition of the surface and
                subsurface of the Land and accepts that vacant possession of the
                Land
                shall be delivered to the Sublessee in its current
                state.

            
	 	 
	
              5.4

            	
              Upon
                delivery of vacant possession of the Land to the Sublessee, the Sublessee
                will be fully and effectually responsible for the Land and will fully
                indemnify the Sublessor against any claim, demand or action made
                by any
                party, including the Relevant Authorities, for Damages in relation
                to the
                Land. 

            
	 	 
	
              Article
                6 - Termination

            
	 	 
	
              6.1

            	
              This
                Sublease shall be terminated in the following
                circumstances:

            
	 	 
	 	
              6.1.1

            	
              Upon
                expiry of Term as provided in Article 1 of this Sublease without
                any
                extension thereof; or

            
	 	 	 
	 	
              6.1.2

            	
              Upon
                mutual agreement of the parties; or

            
	 	 	 
	 	
              6.1.3

            	
              Upon
                either party committing a serious breach of the Articles stipulated
                in
                this Sublease, or any directives by the Relevant Authorities which
                the
                Sublessee is required to perform and observe, which adversely affects
                the
                rights of the other party and which cannot be resolved through
                negotiation; or

            
	 	 	 
	 	
              6.1.4

            	
              If
                the Sublessee fails, neglects and/or refuses to pay the Rent or any
                part
                thereof on the due date (s) to the Sublessor whether formally demanded
                to
                or not; or

            
	 	 	 
	 	
              6.1.5

            	
              If
                the Sublessee being a corporation incorporated in accordance with
                the laws
                of its country or under the laws of the Socialist Republic of Vietnam,
                enters into any administration, composition or arrangement with or
                for the
                benefit of its creditors or an order is made or an effective resolution
                passed for the winding up the Sublessee; or

            
	 	 	 
	 	
              6.1.6

            	
              If
                the Sublessee ceases or threatened to cease operation of its business
                as
                approved in the Investment License and or the Investment License
                is
                revoked or terminated for whatever reason other than an approval
                for
                substituted business(es); or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	 	
              6.1.7

            	
              If
                the Sublessee suffers any execution or distress process being levied
                on
                the goods or properties of the Sublessee by any third
                party;

            
	 	 	 
	 	
              6.1.8

            	
              If
                the Sublessee fails to regularly and diligently proceed with the
                construction of its factory and ancillary buildings on the Land from
                the
                time of the signing of this Sublease until the completion of such
                factory
                and ancillary buildings in accordance with Article 3.2 of this
                Sublease.

            
	 	 	 
	
              6.2

            	
              In
                relation to Article 6.1.3 the innocent party must first give the
                defaulting party, or in relation to Articles 6.1.4 to 6.1.7 the Sublessor
                must first give the Sublessee, 30 days notice in writing to remedy
                such
                breach. If the Sublessee fails to rectify the breach within 30 days
                of
                such notice, this Sublease shall terminate and the Sublessor will
                be
                entitled to re-enter into possession of the Land and the Sublessee
                will
                promptly vacate the Land and remove all trade fixtures and fittings,
                moveable property and assets upon the Land. All other property affixed
                to
                and upon the Land will be the property of the Sublessor and will
                remain
                affixed to or upon the Land. The Sublessor will be at liberty to
                deal with
                the Land together with the building(s), structure(s) and fixtures
                thereon,
                in any manner as the Sublessor deems fit without reference to the
                Sublessee. Further, the Sublessor will be entitled to damages under
                the
                Law of Vietnam. 

            
	 	 
	
              6.3

            	
              Upon
                termination of this Sublease, the Sublessee shall forfeit all amounts
                which have been paid by the Sublessee to the Sublessor for the Rent
                of the
                Land as at the date of termination of the Sublease and under no
                circumstances will the Sublease be entitled to recover from the Sublessor
                any amount of the Rent which it has paid in advance for the Land.
                The
                rights under this Article 6.3 are in addition to any other rights
                the
                Sublessor has upon termination of this Sublease.

            
	 	 
	
              Article
                7 - Use of the Land

            
	 	 
	
              7.1

            	
              During
                the Term of this Sublease, the Sublessor shall respect the right
                of
                ownership of the Sublessee of assets constructed on the
                Land.

            
	 	 
	
              7.2

            	
              The
                Sublessee shall be responsible for using the Land in accordance with
                the
                Investment License and will comply with the Laws on environment protection
                and shall not harm the legitimate rights and interests of users of
                adjoining land.

            
	 
	
              Article
                8 - Notices

            
	 
	
              8.1

            	
              Any
                notice required to be given under this Sublease will be in writing
                and
                shall be deemed to be sufficiently given or served if addressed by
                one
                party to the other and left at or sent by prepaid registered post
                or by
                courier service or by facsimile transmission (in the latter case,
                a copy
                of such notice shall be sent by post) to the party at the address
                herein
                stated or to such other address or the last address known to the
                party to
                serving such notice. A notice sent by post or by courier service
                shall be
                deemed to be received 3 days after acceptance for such posting or
                courier
                service and in the case of facsimile transmission, at the time of
                such
                transmission.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 
	
              Article
                9 - Approval of the Sublease

            
	 
	
              9.1

            	
              This
                Sublease is made into 6 copies. Each party shall retain 2 copies
                and 1
                copy shall be sent to each of the Department of Land Administration
                of the
                Danang City and the Management Committee of Danang IZ.

            
	 	 
	
              9.2

            	
              This
                Sublease shall be of full force and effect as of the date of its
                signing.

            
	 	 


    

     

    AS
      WITNESSED the parties have affixed their Seals under the hands of their
      authorized signatories on 21
      Aug
      2008.

    

      
        	
                Signed
                  for and on behalf
                  of                               )

              	 
	
                MASSDA
                  LAND COMPANY LIMITED        
                  )

              	 
	
                by
                  its lawful signatories in the presence of    
                  )

              	
                _________________________

              
	 	
                Mr.
                  LEE YAI SIN

              
	 	
                GENERAL
                  DIRECTOR

              
	 	 
	 	 
	 	 
	 	 
	 	 
	
                /s/
                  Ly Van Trach

              	
                /s/
                  Nguyen Anh Tuan

              
	
                Ly
                  Van Trach

              	
                Mr.
                  NGUYEN ANH TUAN 

              
	
                 

              	
                DEPUTY
                  GENERAL DIRECTOR

              
	 	 
	 	 
	
                Signed
                  for and on behalf of     )

              	 
	
                (DOT
                  VN Co., Ltd.)          
                  )

              	 
	
                by
                  its lawful
                  signatories                  
                  )

              	 
	
                in
                  the presence
                  of                        
                       )

              	
                /s/
                  Phuoc Lee Johnson

              
	 	
                Mr.
                  PHUOC LEE JOHNSON 

              
	
                 

              	
                GENERAL
                  DIRECTOR

              
	 	 


      

    

     

    /s/
      Ung Ngoc Anh

    Ms.
      UNG
      NGOC ANH 

    DEPUTY
      GENERAL DIRECTOR